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Report on proceedings at the annual general meeting
OUTSURANCE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2010/005770/06)
ISIN: ZAE000314084
JSE ordinary share code: OUT
("OGL" or "the company")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the thirteenth annual general meeting ("AGM" or "meeting") of the shareholders of OGL held on Thursday, 23 November 2023, all the ordinary and special resolutions
proposed at the meeting were approved by the requisite majority of votes. In this regard, OGL confirms the voting statistics from the AGM as follows:
Resolutions Votes cast disclosed as a Number of Shares voted Shares abstained
percentage in relation to the total shares voted disclosed as a disclosed as a
number of shares voted at the percentage in percentage in
meeting relation to the total relation to the total
issued share capital* issued share capital*
For Against
Advisory endorsements
Advisory endorsement of remuneration policy 86.62% 13.38% 1 304 767 493 85.14% 0.01%
Advisory endorsement of remuneration implementation 76.03% 23.97% 1 304 765 893 85.14% 0.01%
report
Ordinary resolutions
Ordinary resolutions number 1.1 to 1.5:
Re-election of directors
1.1 Herman Bosman 89.37% 10.63% 1 304 765 893 85.14% 0.01%
1.2 Jannie Durand 95.76% 4.24% 1 304 765 893 85.14% 0.01%
1.3 Murphy Morobe 99.21% 0.79% 1 304 765 893 85.14% 0.01%
1.4 Venessa Naidoo 99.65% 0.35% 1 304 765 893 85.14% 0.01%
1.5 Raymond Ndlovu 97.49% 2.51% 1 304 765 893 85.14% 0.01%
Ordinary resolution number 2: General authority to issue 90.67% 9.33% 1 304 047 493 85.10% 0.06%
ordinary shares for cash
Ordinary resolution number 3: Approval of proposed 87.97% 12.03% 1 304 765 893 85.14% 0.01%
OUTsurance Group Limited 2023 Conditional Share Plan
Ordinary resolution number 4: Approval of appointment 99.43% 0.57% 1 304 767 493 85.14% 0.01%
of auditor
Ordinary resolutions number 5.1 to 5.5:
Election of the company's audit, risk and compliance
committee members
5.1 George Marx 97.56% 2.44% 1 304 765 893 85.14% 0.01%
5.2 Buhle Hanise 99.96% 0.04% 1 304 765 893 85.14% 0.01%
5.3 Hantie van Heerden 99.96% 0.04% 1 304 765 893 85.14% 0.01%
5.4 Venessa Naidoo 99.91% 0.09% 1 304 765 893 85.14% 0.01%
5.5 Tlaleng Moabi 99.35% 0.65% 1 304 765 893 85.14% 0.01%
Ordinary resolution number 6: Signing authority 100.00% 0.00% 1 304 765 893 85.14% 0.01%
Special resolutions
Special resolution number 1: Approval of non-executive 99.36% 0.64% 1 304 751 893 85.14% 0.01%
directors' remuneration with effect from 1 December
2023
Special resolution number 2: General authority to 97.69% 2.31% 1 304 717 119 85.14% 0.01%
repurchase company shares
Special resolution number 3: Issue of shares, convertible 99.89% 0.11% 1 304 767 493 85.14% 0.01%
securities and/or options to persons listed in section
41(1) of the Companies Act for the purposes of their
participation in a reinvestment option
Special resolution number 4: Issue of shares, convertible 99.91% 0.09% 1 304 767 493 85.14% 0.01%
securities and/or options to persons listed in section
41(1) of the Companies Act in connection with the
settlement of eligible participants' rights under the
group's applicable share or employee incentive scheme
Special resolution number 5: Financial assistance to 87.06% 12.94% 1 304 767 493 85.14% 0.01%
directors, prescribed officers and employee share
scheme beneficiaries
Special resolution number 6: Financial assistance to 99.94% 0.06% 1 304 767 493 85.14% 0.01%
related and inter-related entities
*Total issued share capital is 1 532 408 776 ordinary shares as at 7 November 2023, the last day to trade to be eligible to attend and vote at the AGM.
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
Centurion
23 November 2023
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 23-11-2023 05:32:00
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